DIGITAL RIVER INC /DE Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-02-12: Form 8-K; Period of report 2015-02-12; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 2.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-02-12 | 8-K | 2015-02-12 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 2.01 The Introductory Note to this Current Report on Form 8-K is incorporated herein by reference. 3.01 On the Closing Date, the Company notified the Nasdaq Global Select Market (“NASDAQ”) that the Merger had been completed and requested that trading in the Common Stock be suspended effective prior to the opening of business on the day after the Closing Date, February 13, 2015. 3.03 As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of Common Stock (other than the Excluded Shares) were automatically cancelled and converted into the right to receive the Merger Consideration. 5.01 As a result of the Merger, a change in control of the Company occurred, and the Company is now a direct wholly owned subsidiary of Parent. 5.02 As of the Effective Time, each of Thomas F. Madison, Alfred Castino, Ed Eger, Jeffrey Katz, Timothy J. Pawlenty, Cheryl F. Rosner, Douglas M. Steenland and Perry W. Steiner resigned as directors of the Company. 5.07 On February 12, 2015, the Company held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Merger Agreement. 8.01 On February 12, 2015, the Company issued a press release announcing the closing of the Merger. | a15-4408_18k.htm |